Jones Spells Out Some Executive Bonuses

Jones Intercable Inc.'s top executives, whose careersat the company will probably end when Comcast Corp. takes control early next year, will atleast be well-compensated as they head out the door.

According to the company's proxy statement, whichoutlined actions to be voted on at the MSO's annual shareholders' meeting nextmonth, the top three executives under chairman and CEO Glenn Jones will get payments ofbetween $2.5 million and $4 million.

Other officers and employees are also in line for payments,but they were not spelled out in the proxy.

Glenn Jones -- who agreed in August to sell his controllingshares of the company to Comcast for $200 million -- will also be paid under a negotiatedtermination of the eight-year employment contract that he signed in December 1994.

Under that contract, he was paid $2.5 million during thefirst year, with cost-of-living increases after that. He made about $3 million in salaryand other compensation last year. If the Comcast deal closes Feb. 28, Jones would be paid$8.3 million, according to the proxy.

Jones agreed to sell his controlling share to Comcast afterComcast cut a side deal to buy Jones Intercable stock from BCI Telecom Holdings Inc.(BTH). BTH had an option to buy those controlling shares sometime after December 2001.

Comcast has agreed to pay a total of about $700 million for37 percent equity and 47 percent voting control of Jones Intercable.

Jones Intercable president James O'Brien -- a 16-yearemployee at the company, who earned about $472,000 in salary, bonuses and othercompensation last year -- would be paid an amount that won't exceed $4 million on orbefore the end of the year.

Kevin Coyle, group vice president, finance, would get up to$3.25 million. And Ruth Warren, group vice president, operations, would get up to $2.5million.

The payments are "in recognition of the contributions... over a number of years of past service, and in connection with services rendered andto be rendered during the transition period" to Comcast's acquisition ofcontrol.

Glenn Jones was the only employee with a contract,according to the proxy.

In sections discussing executive compensation, the proxytook note of restructuring efforts at the company over the last several years. Jones builtand bought cable systems through limited partnerships, which were later bought out by thecompany.

In the latest such transaction, limited partners have beenasked to approve Jones' $138.2 million buyout of the Palmdale, Calif., system, with28,000 subscribers.

As of March, Jones owned about 74 percent of its subscriberbase (including pending deals), compared with 23 percent in June 1995.

Jones also had strong operating results, enjoying internalsubscriber growth of 3.1 percent, compared with the industry average of 2 percent, andcash-flow growth of 12 percent, versus the average of 8 percent.

The company's dealings with assorted Jones affiliatecompanies were also detailed in the proxy. In 1997, for example, Jones Intercable paidJones Financial Group Ltd., owned by Glenn Jones, about $3.5 million to advise on systemacquisitions and sales.

The proxy also recorded the losses that Jones Intercableand Jones Cyber Solutions Ltd., a Jones International Inc. unit, incurred in an abortiveeffort to develop a comprehensive billing system in-house. Jones Intercable recorded a$14.2 million write-off in the fourth quarter of 1997 for the development work, which wasscrapped in late 1997.

On Aug. 31, Jones Intercable sold its share of thebilling-development venture to Jones Cyber Solutions for $3.1 million.